Pristine Lithium Corp. entered into a definitive agreement to acquire Three lithium brine projects in Saskatchewan from LithiumBank Resources Corp. (TSXV:LBNK) on July 28, 2023. The company will sell the Assets to the Buyer in exchange for a) cash consideration of an aggregate of CAD 2 million, payable as a CAD 0.25 million deposit within two days of the execution of the agreement and an additional CAD 1.75 million payable on closing of the transaction; b) 40 million common shares in the capital of the buyer, which will represent approximately 47% of the outstanding Buyer Shares on a post-financing basis; c) 20 million warrants, each exercisable into one buyer Share for a period of two years from the date of issuance at an exercise price of CAD 0.45 per buyer share upon the occurrence of certain conditions; d) upon filing a ?Preliminary Economic Assessment?, as such term is defined in National Instrument 43-101 ? Standards of Disclosure for Mineral Projects. e) the right to appoint one member of the board of directors of the Buyer, if LithiumBank holds at least 20% of the Buyer Shares or one observer position to the Buyer Board if LithiumBank holds at least 10% of the Buyer Shares.
The Share Consideration, the Warrants and any underlying Buyer Shares issuable upon the exercise thereof will be subject to a voluntary hold period from the date of issuance and will be released in instalments in accordance with the Agreement, with the final release occurring on the 24-month anniversary of the closing date of the Transaction. The end of the voluntary hold period will coincide with the final share release.
Pristine Lithium will also complete a concurrent best efforts private placement at a price per security of at least CAD 0.30 for aggregate gross proceeds of not less than CAD 9 million. The Concurrent Financing will be conducted by Echelon Capital Markets, as lead agent and sole bookrunner, on behalf of a syndicate of agents. Further details regarding the Concurrent Financing will be announced in due course once final terms have been determined.
The closing of the Transaction is subject to certain customary closing conditions, which include a) the completion of the Concurrent Financing by Pristine Lithium; b) the receipt of applicable governmental or regulatory approvals, including the conditional approval of the TSX Venture Exchange (?TSXV?); and c) the receipt by the Buyer of conditional listing acceptance of the Buyer Shares on the TSXV. The Transaction is expected to be completed in the fall of 2023 with an outside date of January 2024.